Correspondence 0001493152-24-018922 from Nova Minerals Corp (NVA)
Nova Minerals Corp
Date: May 13, 2024 · CIK: 0001852551 · Accession: 0001493152-24-018922
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-278695
Referenced dates: May 10, 2024
Letter
VIA EDGAR United States Securities and Exchange Commission Attention: Karl Hiller Re: Nova Minerals Ltd Amendment No. 1 to Registration Statement on Form F-1 Filed May 3, 2024 File No. 333-278695
Dear Ladies and Gentlemen:
This letter sets forth responses on behalf of Nova Minerals Ltd., an Australian corporation (the “Company”), to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter dated May 10, 2024 (the “Comment Letter”) regarding the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”) filed on May 3, 2024.
For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated prior to the response to such comment. We are concurrently with this letter filing with the Commission, Amendment No. 2 to the Registration Statement (the “Amendment”). Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in Amendment.
Amendment No,. 1 to Registration Statement on Form F-1 filed May 3, 2024
Note 1 Significant Accounting Policies
Principles of Consolidation, page F-10
1. We note your response to prior comment two and disclosures on pages 31 and 43, indicating that foreign exchange gains and losses reported in your statements of profit or loss and other comprehensive income are principally due to the revaluation of intercompany loans using the foreign exchange rate at the end of each period.
Please revise your disclosure on page F-10 regarding your approach to consolidation, indicating that intercompany transactions are eliminated in consolidation, to clarify how the revaluation of intercompany loans and resulting gains and losses are handled in the application of that policy.
Response: In response to the Staff’s comments, the disclosure on page F-10 in respect of the treatment of unrealized gains and losses arising from the retranslation of intercompany loans at the reporting date has been amended to state that these unrealized gains and losses are recorded in our statement of profit or loss and other comprehensive income.
Securities and Exchange Commission
May 13, 2024
Page 2
If any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3067 with any questions or further comments regarding the responses to the Staff’s comments.
*****
Sincerely,
/s/
Christopher Gerteisen
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Nova
Minerals Ltd.
Suite
5, 242 Hawthorn Road
Caulfield,
Victoria 3161
Australia
May 13, 2024
VIA
EDGAR
United
States Securities and Exchange Commission
100
F. Street, NE
Washington,
DC 20549
Attention:
Karl
Hiller
John
Cannarella
John
Coleman
Daniel
Morris
Liz
Packebusch
Re:
Nova
Minerals Ltd
Amendment
No. 1 to Registration Statement on Form F-1
Filed
May 3, 2024
File
No. 333-278695
Dear
Ladies and Gentlemen:
This
letter sets forth responses on behalf of Nova Minerals Ltd., an Australian corporation (the “Company”), to the comments
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the letter dated May 10, 2024 (the “Comment Letter”) regarding the Company’s Amendment No. 1 to
Registration Statement on Form F-1 (the “Registration Statement”) filed on May 3, 2024.
For
the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated
prior to the response to such comment. We are concurrently with this letter filing with the Commission, Amendment No. 2 to the
Registration Statement (the “Amendment”). Capitalized terms used but not defined in this letter have the meanings
ascribed to such terms in Amendment.
Amendment
No,. 1 to Registration Statement on Form F-1 filed May 3, 2024
Note
1 Significant Accounting Policies
Principles
of Consolidation, page F-10
1. We
note your response to prior comment two and disclosures on pages 31 and 43, indicating that
foreign exchange gains and losses reported in your statements of profit or loss and other
comprehensive income are principally due to the revaluation of intercompany loans using the
foreign exchange rate at the end of each period.
Please
revise your disclosure on page F-10 regarding your approach to consolidation, indicating that intercompany transactions are eliminated
in consolidation, to clarify how the revaluation of intercompany loans and resulting gains and losses are handled in the application
of that policy.
Response:
In response to the Staff’s comments, the disclosure on page F-10 in respect of the treatment of unrealized gains and losses
arising from the retranslation of intercompany loans at the reporting date has been amended to state that these unrealized gains
and losses are recorded in our statement of profit or loss and other comprehensive income.
Securities
and Exchange Commission
May 13, 2024
Page 2
If
any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, please contact
Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3067 with any questions or further comments regarding the
responses to the Staff’s comments.
*****
Sincerely,
/s/
Christopher Gerteisen
Christopher
Gerteisen
Chief
Executive Officer
cc:
Jeffrey Fessler